Exhibit 10.4.5

                            EMPLOYMENT AGREEMENT WITH

                               Ulrich Bartke Ph.D.



         This Employment Agreement  ("Agreement") is entered into as of this 1st
day of June,  2004 (the  "Effective  Date"),  by and between Ulrich Bartke Ph.D.
(the "Executive") and Inyx, Inc. (the "Company" or the "Employer"),  or together
the Parties.

RECITALS:

Whereas,  the  Company  desires to employ  the  Executive  to  provide  personal
services to the Company,  and also wishes to provide the Executive  with certain
compensation and benefits in return for such services; and

Whereas, the Executive wishes to be employed by the Company and provide personal
services to the Company in return for certain compensation and benefits.

Now, therefore,  in consideration of the mutual promises and covenants contained
herein, it is hereby agreed by and between the Parties hereto as follows:

1.       EMPLOYMENT

         1.1.  GENERAL.  The Company  hereby employs the Executive in the senior
management   position  of  Vice  President  Global  Sales  &  Marketing,   whose
responsibilities includes supervising the sales and marketing activities for the
Company and its affiliated operations, and may assign other reasonable duties to
the Executive from time to time.  The Executive  agrees to perform and discharge
such  duties  well and  faithfully,  and to be  subject to the  supervision  and
direction  of the  Chairman  of the Board and Chief  Executive  Officer of Inyx,
Inc.,  the parent  Company.  The Executive  acknowledges  that this  appointment
involves  responsibility  for the  affairs  of the  Company  and its  affiliates
worldwide.  Accordingly,  the duties of the employment will need to be exercised
in a number of countries and not just in the United Kingdom.  The Executive will
be initially based at the Company's operations in Runcorn, England, for at least
the first six months of the  Employment  Term.  For purposes of English Law, the
Executive shall be seconded to Inyx Pharma Limited,  the Company's  wholly owned
United  Kingdom  subsidiary,  during  this period of  assignment.  Additionally,
during the  Employment  Term,  the  Executive  will be required to travel to and
conduct duties in other  countries on behalf of the Company and its  affiliates.
It is  intended  that the  Executive  will be based at the  Company's  corporate
offices  in New York  City,  USA,  sometime  after the  first six  months of the
Employment Term, the latest by the December 2005, if U.S. business opportunities
for the  Company in 2005  support  basing the  Executive  in New York.  When the
Company and Executive  agree for Executive to relocate,  Company will  reimburse
reasonable cost of U.S. relocation and return to Europe following termination of
this Employment Agreement for any reason;  EXCEPT if Executive is terminated for
Cause (as defined in Sections 3.2.4 and 3.3.1 hereof).

<PAGE>

         1.2. TIME DEVOTED TO POSITION.  The  Executive,  during the  Employment
Term, shall devote his full business time,  attention and skills to the business
and affairs of the Employer.

         1.3. CERTIFICATIONS. Whenever the Executive is required by law, rule or
regulation or requested by any  governmental  authority or by the Company or the
Company's  auditors  to  provide   certifications   with  respect  to  financial
statements or filings with the Securities  and Exchange  Commission or any other
governmental  authority,  the Executive shall sign such certifications as may be
reasonably  requested by such  officers,  with such  exceptions as the Executive
deems necessary to make such certifications accurate and not misleading.

2.       COMPENSATION AND BENEFITS

         2.1. SALARY. At all times the Executive is employed hereunder, Employer
shall pay to Executive, and Executive shall accept, as full compensation for any
and all  services  rendered  and to be  rendered  by him during  such  period to
Employer in all capacities, including, but not limited to, all services that may
be rendered by him to any of  Employer's  existing  subsidiaries,  entities  and
organizations hereafter formed,  organized or acquired by Employer,  directly or
indirectly  (each, a "Subsidiary" and  collectively,  the  "Subsidiaries"),  the
following:  (i) a base salary at the annual rate of 90,000 Great Britain  Pounds
((pound))  or at such  increased  rate as the Board  (through  its  Compensation
Committee),  in its sole  discretion,  may hereafter  from time to time grant to
Executive,  subject to adjustments in accordance  with Section 2.2 hereof (as so
adjusted, the "Base Salary"); and (ii) any additional bonus and the benefits set
forth in Sections  2.3, 2.4 and 2.5 hereof.  The Base Salary shall be payable in
accordance with the regular payroll  practices of Employer  applicable to senior
executives,  less  such  deductions  as  shall be  required  to be  withheld  by
applicable law and regulations or otherwise.

         2.2.  COMMISSION  BONUS.  Subject to Section 3.3 hereof,  the Executive
shall be entitled to a cash bonus of five  percent  (5%) on new sales  generated
directly  by the  Executive  for the  Company,  based on a minimum  twenty  five
percent (25%) gross margin to the Company from such sales generated. If there is
a sale that  generates  less gross  margin,  then  commission  shall be adjusted
accordingly;  e.g. if 23% gross  margin on (pound)1  million  sale,  then the 5%
commission would be paid on  (pound)920,000  (23% gross margin equals 92% of 25%
gross margin threshold).  The 5% commission rate is on applicable sales payments
received by the Company through December 31, 2005.

         2.3. STOCK OPTIONS.  The Executive  shall be entitled to participate in
stock option and similar equity plans of Employer.  In connection herewith,  the
Executive  will be granted  options to  purchase  shares of common  stock of the
Company on the following  basis:  60,000  options to be granted on June 1, 2004,
with an exercise price equal to the closing market price of the Company's common
stock on June 1, 2004;  50,000 options to be granted on January 1, 2005, with an
exercise price equal to the closing  market price of the Company's  common stock
on  January  1, 2005;  50,000  options  to be  granted on June 1, 2005,  with an


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exercise price equal to the closing  market price of the Company's  common stock
on June 1, 2005; and 50,000 options to be granted on December 31, 2005,  with an
exercise price equal to the closing  market price of the Company's  common stock
on December 31, 2005;  with all options issued on terms and conditions set forth
in the Stock  Option Plan of the Company and a Stock Option  Agreement  with the
Executive  containing  these  terms.  The  Executive  shall be  entitled  to any
additional annual stock option grants provided at the discretion of the Board.

         2.4. EXECUTIVE BENEFITS

                  2.4.1.   EXPENSES.   Employer  shall  promptly  reimburse  the
         Executive for properly documented expenses that he may reasonably incur
         in  connection  with the  performance  of his duties  including but not
         limited to, expenses for such items as business entertainment, business
         travel,  hotel and meals that are in accordance with Company policy and
         approved by the  Chairman of the Board and Chief  Executive  Officer of
         the Company.  In addition,  Employer  shall pay Executive a monthly car
         allowance  of  (pound)750  and  furnish the  Executive  with a paid-for
         mobile phone for Executive's  business use and lap-top computer for use
         when traveling on business.

                  2.4.2.   EMPLOYER  PLANS.   Executive  shall  be  entitled  to
         participate in such employee benefit plans and programs as Employer may
         from time to time generally  offer or provide to executive  officers of
         Employer  or  its   Subsidiaries,   including,   but  not  limited  to,
         participation  in  health  and  accident,   medical  and  dental  plans
         including  any such benefit  plans  offered by the  Subsidiaries  where
         applicable, and profit sharing and retirement plans.

                  2.4.3.  VACATION.  The  Executive  shall be entitled to twenty
         five business days of paid vacation per calendar year, prorated for any
         partial year. Unused vacation days in any year will have to be taken by
         March 31st of the  following  year or will  continue  to accrue for the
         benefit of the Executive and payable on termination of employment.

                  2.4.4.   LIFE  INSURANCE.   Executive  shall  be  entitled  to
         (PROVIDED,  that Executive  qualifies on a non-rated basis) a term life
         insurance policy,  the premiums of which shall be borne by Employer and
         the death benefits of which shall be payable to Executive's  estate, or
         as  otherwise  directed  by the  Executive,  in  the  amount  equal  to
         $1,000,000 (U.S. Dollars).

3.       EMPLOYMENT TERM; TERMINATION

         3.1.  EMPLOYMENT  TERM.  The  Executive's  employment  hereunder  shall
commence  on June 1, 2004 and,  except as  otherwise  provided  in  Section  3.2
hereof, shall continue until December 31, 2005 (the "Initial Term"). Thereafter,
this Agreement shall  automatically  be renewed for successive  one-year periods
commencing on the 1st day of January of 2006 and of each subsequent year, unless
either (i) Employer and Executive agree to a new Employment  Agreement,  or (ii)
Executive or Employer shall have provided a Notice of Termination (as defined in
Section  3.4.2  hereof)  in  respect  of its or his  election  not to renew  the
Employment  Term (in  accordance  with Sections  3.3.2 and 3.3.3  hereof).  Upon
non-renewal of the  Employment  Term pursuant to this Section 3.1 or termination


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pursuant to Sections 3.2.1 through 3.2.5 hereof,  inclusive,  Executive shall be
released from any duties hereunder (except as set forth in Section 4 hereof) and
the  obligations  of Employer to Executive  shall be as set forth in Section 3.3
hereof only.

         3.2.  EVENTS OF  TERMINATION.  The Employment Term shall terminate upon
the occurrence of any one or more of the following events:

                  3.2.1.   DEATH.  In  the  event  of  Executive's   death,  the
         Employment Term shall terminate on the date of his death.

                  3.2.2. WITHOUT CAUSE BY EXECUTIVE. Executive may terminate the
         Employment Term at any time during such Term for any reason  whatsoever
         by giving a Notice of Termination to Employer.  The Date of Termination
         pursuant  to this  Section  3.2.2  shall be  effective  the  Notice  of
         Termination  is given,  unless an  extended  period is agreed to by the
         parties.

                  3.2.3. DISABILITY.  In the event of Executive's Disability (as
         hereinafter  defined),  Employer  may,  at its  option,  terminate  the
         Employment  Term by giving a Notice of  Termination  to Executive.  The
         Notice of Termination shall specify the Date of Termination, which date
         shall  not be  earlier  than  thirty  (30)  days  after  the  Notice of
         Termination  is given.  For  purposes of this  Agreement,  "Disability"
         means the  inability  of  Executive  for ninety (90) days in any twelve
         (12) month period to  substantially  perform his duties  hereunder as a
         result of a physical or mental illness, all as determined in good faith
         by the Board.

                  3.2.4.  CAUSE.  Employer  may,  at its option,  terminate  the
         Employment  Term for "Cause" based on objective  factors  determined in
         good  faith by a the  Board of  Directors  as set  forth in a Notice of
         Termination to Executive specifying the reasons for termination and the
         failure of the Executive to cure the same within thirty (30) days after
         Employer shall have given the Notice of Termination; PROVIDED, HOWEVER,
         that  in the  event  the  Board  in  good  faith  determines  that  the
         underlying reasons giving rise to such  determination  cannot be cured,
         then the thirty (30) day period shall not apply and the Employment Term
         shall  terminate on the date the Notice of  Termination  is given.  For
         purposes  of  this  Agreement,   "Cause"  shall  mean  (i)  Executive's
         conviction  of,  guilty or no contest  plea to a felony  (ii) an act or
         omission  by  Executive  in  connection   with  his   employment   that
         constitutes  fraud,  criminal  misconduct,  breach of  fiduciary  duty,
         dishonesty, gross negligence,  malfeasance, willful misconduct or other
         conduct that is materially harmful or detrimental to Employer;  (iii) a
         material  breach by Executive of this  Agreement and the failure of the
         Executive  to cure the same within  thirty (30) days;  (iv)  continuing
         failure to perform  such proper  duties as are assigned to Executive by
         in  accordance  with  this  Agreement  and with  law and good  business
         practice,  other than a failure  resulting  from a  Disability;  or (v)
         Executive  is found to have been  involved  in  regulatory  violations,
         criminal  misconduct,  dishonesty  or other  willful  misconduct  while
         previously employed by other employers.


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                  3.2.5.  EMPLOYER  RIGHT TO  TERMINATE.  Employer may terminate
         this  agreement at the end of its Initial Term,  provided that Employer
         shall pay  Executive in  accordance  with payment  described in Section
         3.3.2 hereof.  In addition,  Employer may  terminate  Executive for any
         reason,  with or without  cause,  prior to end of the Initial  Term, by
         paying  Executive the payment  described in Section  3.3.2  hereof.  In
         consideration of such payment, and assuming all other payments required
         hereby have been paid,  Executive  agrees to provide Employer a general
         release of any claims relating to such termination or otherwise.

         3.3.  CERTAIN  OBLIGATIONS  OF EMPLOYER  FOLLOWING  TERMINATION  OF THE
EMPLOYMENT  TERM.  Following  termination  of  the  Employment  Term  under  the
circumstances described below, Employer shall pay to Executive or his estate, as
the case may be, the following  compensation and provide the following  benefits
in full satisfaction and final settlement of any and all claims and demands that
Executive  now  has  or  hereafter  may  have  hereunder  against  Employer.  In
connection  with  Executive's  receipt of any or all monies and  benefits  to be
received  pursuant to this Section 3.3,  Executive shall not have a duty to seek
subsequent  employment  during  the  period in which he is  receiving  severance
payments and the Severance Amount (as defined in Section 3.3.2 hereof) shall not
be reduced solely as a result of Executive's  subsequent employment by an entity
other than Employer.

                  3.3.1.  FOR CAUSE.  In the event that the  Employment  Term is
         terminated by Employer for Cause, Employer shall pay to Executive, in a
         single  lump-sum,  an amount equal to any unpaid but earned Base Salary
         through the Date of  Termination.  Any payment made in accordance  with
         this  Section  3.3.1 shall be made at a  convenient  date no later than
         fourteen (14) days after the termination date.

                  3.3.2.  WITHOUT  CAUSE BY  EMPLOYER;  ELECTION NOT TO RENEW BY
         EXECUTIVE.  In the event  that the  Employment  Term is  terminated  by
         Employer or  Employer  elects not to renew this  Agreement  pursuant to
         Section 3.2.5 hereof, it shall pay to Executive, subject to Executive's
         continued compliance with the terms of Section 4 hereof, any unpaid but
         earned Base Salary through the effective  Date of  Termination  PLUS an
         amount  equal  to  nine  (9)  months  Base  Salary  in  effect  at such
         applicable time (the  "Severance  Amount").  Additionally,  any Bonuses
         that are due to the  Executive  shall be paid by Employer to Executive.
         HOWEVER,  if  termination  of  Executive is due to or after a Change of
         Control  (as  defined in Section  3.4.3  hereof) of the  Employer,  the
         Severance  Amount is increased  to eighteen  (18) months Base Salary in
         effect  at such  applicable  time,  and any  non-vested  stock  options
         granted  to  Executive  shall  become  fully  vested  at  time  of such
         termination  date.  Any payments made in  accordance  with this Section
         3.3.2 shall be made in a lump-sum payment at a convenient date no later
         than  fourteen  (14) days  after the  effective  termination  date.  In
         consideration of such payment, and assuming all other payments required
         hereby have been paid,  Executive  agrees to provide Employer a general
         release of any claims relating to such termination or otherwise.


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                  3.3.3.  WITHOUT CAUSE BY  EXECUTIVE;  ELECTION NOT TO RENEW BY
         EXECUTIVE.  In the event  that the  Employment  Term is  terminated  by
         Executive  pursuant to Section 3.2.2 hereof or Executive  elects not to
         renew  this  Agreement  at any time  pursuant  to Section  3.1  hereof,
         Employer  shall pay to Executive Base Salary through the effective Date
         of Termination.  In addition, Employer shall pay Executive, in a single
         lump-sum,  an amount equal to any unpaid but earned Bonuses through the
         effective  Date of  Termination,  PROVIDED that the Executive  provides
         Employer with ninety (90) days advance  notification  in writing of the
         intent to terminate or not to renew this Agreement.

                  3.3.4.  DEATH OR DISABILITY.  In the event that the Employment
         Term is  terminated  by reason of  Executive's  Disability  pursuant to
         Section 3.2.3 or death pursuant to Section 3.2.1 hereof, Employer shall
         pay to Executive  or his estate,  in a single lump sum, an amount equal
         to any unpaid but earned  Bonuses and Base Salary through the effective
         Date of Termination.

                  3.3.5.   POST-EMPLOYMENT  TERM  BENEFITS.   In  the  event  of
         termination for any reason,  Employer shall reimburse Executive for any
         unpaid  expenses  pursuant to Section  2.5.1  hereof.  If  Executive is
         terminated  pursuant  to  Sections  3.2.3 or 3.2.5  hereof or  Employer
         elects not to renew this  Agreement  pursuant  to Section  3.1  hereof,
         Employer  shall pay, on behalf of Executive,  for a period equal to six
         (6)  months  from the  effective  Date of  Termination  (the  "Benefits
         Period"), subject to Executive's continued compliance with the terms of
         Section 4  hereof,  all  medical,  dental,  health  and  accident,  and
         disability  plans  and  programs  other  than  stock  options  in which
         Executive  was  entitled  to  participate   immediately  prior  to  the
         effective  date of  termination,  PROVIDED that  Executive's  continued
         participation   is  legally   possible  under  the  general  terms  and
         provisions  of such plans and programs.  In the event that  Executive's
         participation in any such plan or program is barred,  Employer,  at its
         sole cost and expense shall use its commercially  reasonable efforts to
         provide  Executive  with benefits  substantially  similar to those that
         Executive was entitled to receive under such plans and programs for the
         remainder of the Benefits Period.  If Executive is terminated for CAUSE
         pursuant to Section 3.2.4 hereof,  Employer shall pay for no additional
         benefits after effective date of termination.

         3.3.6.  STOCK  OPTIONS.  Executive  shall be  entitled  to receive  the
Employer stock options set forth in the attached Stock Option Agreement.

         3.4. DEFINITIONS.

                  3.4.1.   "NOTICE   OF   TERMINATION"   DEFINED.   "Notice   of
         Termination"  means  a  written  notice  that  indicates  the  specific
         termination  provision relied upon by Employer or Executive and, except
         in the case of termination  pursuant to Sections 3.2.1 or 3.2.2 hereof,
         that sets  forth in  reasonable  detail  the  facts  and  circumstances
         claimed to provide a basis for termination of the Employment Term under
         the termination provision so indicated.


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                  3.4.2.  "DATE OF TERMINATION"  DEFINED.  "Date of Termination"
         means such date as the  Employment  Term is  expired if not  renewed or
         terminated in accordance with Sections 3.1 or 3.2 hereof.

                  3.4.3.  "CHANGE OF CONTROL" DEFINED.  A "Change of Control" of
         Employer means (i) the approval by the  stockholders  of the Company of
         the sale,  lease,  exchange or other  transfer  (other than pursuant to
         internal  reorganization) by the Company of all or substantially all of
         its respective assets to a single purchaser or to a group of associated
         purchasers;  (ii) the first purchase of shares of equity  securities of
         the Company pursuant to a tender offer or exchange offer (other than an
         offer by the  Company)  for at least fifty (50%)  percent of the equity
         securities of the Company;  (iii) the approval by the  stockholders  of
         the Company of an agreement for a merger or  consolidation in which the
         Company   shall  not   survive   as  an   independent,   publicly-owned
         corporation; (iv) the acquisition (including by means of a merger) by a
         single  purchaser or a group of associated  purchasers of securities of
         the  Company  from the Company or any third  party  representing  fifty
         (50%)  percent or more of the combined  voting  power of the  Company's
         then  outstanding  equity  securities  in one or a  related  series  of
         transactions  (other than  pursuant to an  internal  reorganization  or
         transfers of the Executive's interests).

4.       CONFIDENTIALITY AND NONSOLICITATION; PROPERTY RIGHTS

         4.1.  "CONFIDENTIAL  INFORMATION" DEFINED.  "Confidential  Information"
means any and all  information  (oral or  written)  relating  to Employer or any
Subsidiary or any entity  controlling,  controlled  by, or under common  control
with  Employer  or  any  Subsidiary  or  any  of  their  respective  activities,
including, information not previously disclosed to the public or to the trade by
the Company's management, or otherwise in the public domain, with respect to the
Company's  products,  facilities,  applications  and methods,  trade secrets and
other intellectual property, systems, procedures, manuals, confidential reports,
product  price  lists,   customer  lists,   technical   information,   financial
information,  business plans, prospects or opportunities,  but shall exclude any
information  which (i) is or becomes  available  to the  public or is  generally
known in the industry or industries in which the Company  operates other than as
a result of  disclosure by the  Executive in violation of his  agreements  under
this Section or (ii) the Executive is required to disclose  under any applicable
laws, regulations or directives of any government agency,  tribunal or authority
having jurisdiction in the matter or under subpoena or other process of law. The
Executive  confirms that all  restrictions  in this Section are  reasonable  and
valid and waives all defenses to the strict enforcement thereof.

         4.2.  NON-DISCLOSURE OF CONFIDENTIAL  INFORMATION.  The Executive shall
not at any time (other than as may be required or appropriate in connection with
the performance by him of his duties  hereunder),  directly or indirectly,  use,
communicate,  disclose or disseminate any Confidential Information in any manner
whatsoever  (except as may be required  under legal process by subpoena or other
court order).

         4.3. CERTAIN ACTIVITIES. The Executive shall not, while employed by the
Company  and for a period  of one (1) year  following  the Date of  Termination,
directly or indirectly,  hire, offer to hire, entice away or in any other manner


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persuade or attempt to persuade any officer,  employee,  agent, lessor,  lessee,
licensor,  licensee  or  supplier  of  Employer  or any of its  Subsidiaries  to
discontinue  or  alter  his  or its  relationship  with  Employer  or any of its
Subsidiaries.

         4.4.  NON-COMPETITION.  The Executive  shall not, while employed by the
Company  and for a period  of one (1) year  following  the Date of  Termination,
engage or participate,  directly or indirectly (whether as an officer, director,
employee,  partner,  consultant,  shareholder,  lender  or  otherwise),  in  any
business that  manufactures,  markets or sells  products that directly  competes
with any product of the Employer that is significant to the Employer's  business
based on  sales  and/or  profitability  of any  such  product  as of the Date of
Termination.  Nothing herein shall prohibit Executive from being a passive owner
of less than 1% of any  publicly-traded  class of  capital  stock of any  entity
directly engaged in a competing business.

         4.5.  PROPERTY  RIGHTS;  ASSIGNMENT  OF  INVENTIONS.  With  respect  to
information,  inventions and discoveries or any interest in any copyright and/or
other property right developed, made or conceived of by Executive,  either alone
or with others, at any time during his employment by Employer and whether or not
within working hours,  arising out of such  employment or pertinent to any field
of business or research in which, during such employment, Employer is engaged or
(if such is known to or  ascertainable  by Executive) is  considering  engaging,
Executive hereby agrees:

                  (a) that all such  information,  inventions and discoveries or
         any interest in any copyright  and/or other property right,  whether or
         not patented or patentable,  shall be and remain the exclusive property
         of the Employer;

                  (b) to disclose  promptly to an authorized  representative  of
         Employer  all  such  information,  inventions  and  discoveries  or any
         copyright   and/or  other  property   right  and  all   information  in
         Executive's possession as to possible applications and uses thereof;

                  (c) not to file any patent  application  relating  to any such
         invention  or  discovery  except with the prior  written  consent of an
         authorized officer of Employer (other than Executive);

                  (d) that  Executive  hereby  waives and  releases  any and all
         rights  Executive may have in and to such  information,  inventions and
         discoveries, and hereby assigns to Executive and/or its nominees all of
         Executive's  right,  title and  interest in them,  and all  Executive's
         right, title and interest in any patent, patent application,  copyright
         or other  property right based thereon.  Executive  hereby  irrevocably
         designates  and  appoints  Employer  and  each of its  duly  authorized
         officers  and agents as his agent and  attorney-in-fact  to act for him
         and on his behalf and in his stead to execute and file any document and
         to do all other  lawfully  permitted  acts to further the  prosecution,
         issuance  and  enforcement  of any  such  patent,  patent  application,
         copyright or other  property right with the same force and effect as if
         executed and delivered by Executive; and


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                  (e) at  the  request  of  Employer,  and  without  expense  to
         Executive,  to execute  such  documents  and perform such other acts as
         Employer deems necessary or appropriate, for Employer to obtain patents
         on such  inventions in a jurisdiction  or  jurisdictions  designated by
         Employer, and to assign to Employer or its designee such inventions and
         any and all patent applications and patents relating thereto.

         4.6.  INJUNCTIVE  RELIEF. The parties hereby acknowledge and agree that
(a) Employer will be  irreparably  injured in the event of a breach by Executive
of any of his obligations under this Section 4; (b) monetary damages will not be
an  adequate  remedy for any such  breach;  (c)  Employer  will be  entitled  to
injunctive  relief,  in addition to any other remedy  which it may have,  in the
event of any such breach; and (d) the existence of any claims that Executive may
have against Employer,  whether under this Agreement or otherwise, will not be a
defense to the  enforcement  by Employer of any of its rights under this Section
4.

         4.7.  NON-EXCLUSIVITY  AND  SURVIVAL.  The  covenants of the  Executive
contained  in this  Section  4 are in  addition  to,  and not in  lieu  of,  any
obligations  that  Executive may have with respect to the subject matter hereof,
whether by contract,  as a matter of law or  otherwise,  and such  covenants and
their  enforceability  shall survive any  termination of the Employment  Term by
either party and any  investigation  made with respect to the breach  thereof by
Employer at any time.

5.       MISCELLANEOUS PROVISIONS.

         5.1.  SEVERABILITY.  If,  in any  jurisdiction,  any term or  provision
hereof is determined to be invalid or unenforceable, (a) the remaining terms and
provisions   hereof   shall  be   unimpaired;   (b)  any  such   invalidity   or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other  jurisdiction;  and (c) the invalid or
unenforceable  term or provision  shall, for purposes of such  jurisdiction,  be
deemed  replaced by a term or provision that is valid and  enforceable  and that
comes closest to expressing the intention of the invalid or  unenforceable  term
or provision.

         5.2.  EXECUTION IN COUNTERPARTS.  This Agreement may be executed in one
or  more  counterparts,   and  by  the  different  parties  hereto  in  separate
counterparts,  each of which shall be deemed to be an original  but all of which
taken together  shall  constitute one and the same agreement (and all signatures
need not  appear  on any one  counterpart),  and  this  Agreement  shall  become
effective when one or more  counterparts  has been signed by each of the parties
hereto and delivered to each of the other parties hereto.

         5.3. NOTICES. All notices,  requests,  demands and other communications
hereunder  shall be in writing and shall be deemed duly given upon  receipt when
delivered by hand, overnight delivery or telecopy (with confirmed delivery),  or
three (3) business days after posting, when delivered by registered or certified
mail or private courier service,  postage prepaid,  return receipt requested, as
follows:




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<PAGE>

If to Employer, to:

Inyx, Inc.
825 Third Avenue, 40th Floor
New York, NY 10022
Attention:  Chairman and Chief Executive Officer
Facsimile No.: 212-838-0060


If to Executive, to:

Ulrich Bartke Ph.D.
Doernter Weg 26
Wallenhorst
D-49134
Germany

Or to such other  address(es) as a party hereto shall have  designated by notice
in writing to the other parties hereto.

         5.4.  AMENDMENT.  No  provision  of  this  Agreement  may be  modified,
amended,  waived,  or discharged  in any manner  except by a written  instrument
executed by both the Employer and the Executive.

         5.5.  ENTIRE  AGREEMENT.  This  Agreement  and, with respect to Section
3.3.6 hereof, Executive's Stock Option Agreements and the governing stock option
plans, constitute the entire agreement of the parties hereto with respect to the
subject matter hereof,  and supersede all prior agreements and understandings of
the parties hereto, oral or written.

         5.6.  APPLICABLE LAW. This Agreement shall be governed by and construed
in  accordance  with the laws of the State of New York  applicable  to contracts
made and to be  wholly  performed  therein,  without  regard  to  principles  of
conflicts of laws.

         5.7.  HEADINGS.  The headings contained herein are for the sole purpose
of  convenience  of  reference,  and shall  not in any way  limit or affect  the
meaning or interpretation of any of the terms or provisions of this Agreement.

         5.8.  BINDING  EFFECT;  SUCCESSORS  AND ASSIGNS.  The Executive may not
delegate any of his duties or assign his rights hereunder.  This Agreement shall
inure to the  benefit  of, and be binding  upon,  the  parties  hereto and their
respective  heirs,  legal  representatives,  successors  and permitted  assigns.
Employer shall require any successor  (whether direct or indirect and whether by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business  and/or  assets of  Employer,  by an  agreement  in form and  substance
reasonably  satisfactory to Executive,  to expressly assume and agree to perform
this  Agreement in the same manner and to the same extent that Employer would be
required to perform if no such succession had taken place.


                                       10
<PAGE>

         5.9.  WAIVER,  ETC. The failure of either of the parties  hereto to, at
any time, enforce any of the provisions of this Agreement shall not be deemed or
construed  to be a waiver of any such  provision,  nor to in any way  affect the
validity of this Agreement or any provision hereof or the right of either of the
parties hereto thereafter to enforce each and every provision of this Agreement.
No waiver of any  breach of any of the  provisions  of this  Agreement  shall be
effective unless set forth in a written instrument executed by the party against
whom or which  enforcement  of such waiver is sought,  and no waiver of any such
breach shall be  construed  or deemed to be a waiver of any other or  subsequent
breach.

         5.10.  CAPACITY,  ETC.  Executive  and Employer  hereby  represent  and
warrant  to the other  that,  as the case may be:  (a) he or it has full  power,
authority and capacity to execute and deliver this Agreement, and to perform his
or its obligations hereunder; (b) such execution, delivery and performance shall
not (and with the giving of notice or lapse of time or both would not) result in
the breach of any  agreements or other  obligations to which he or it is a party
or he or it is otherwise  bound;  and (c) this Agreement is his or its valid and
binding obligation in accordance with its terms.

         5.11.  ARBITRATION.  Any  dispute or  controversy  arising  under or in
connection  with this  Agreement  shall be settled  exclusively  in  arbitration
conducted  in New York,  New York in  accordance  with the rules of the American
Arbitration  Association  then  in  effect.  Judgment  may  be  entered  on  the
arbitrator's award in any court having jurisdiction.  Punitive damages shall not
be  awarded.  In any  arbitration  proceeding,  the party  determined  to be the
prevailing  party shall be entitled to receive,  in addition to any other award,
its attorneys' fees and expenses of the proceeding.

         IN WITNESS  WHEREOF,  this Agreement has been executed and delivered by
the parties hereto as of the date first above written.



INYX, INC.
By:



         /s/ Jack Kachkar
---------------------------------------------
Name:    Dr. Jack Kachkar
Title:   Chairman and Chief Executive Officer




ULRICH BARTKE Ph.D.



         /s/ Ulrich Bartke
---------------------------------------------














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